Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 20 2020 - 4:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2020 (No. 2)
Commission
File Number 001-37846
CELLECT
BIOTECHNOLOGY LTD.
(Translation
of registrant’s name into English)
23
Hata’as Street
Kfar
Saba, Israel 44425
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On
October 13, 2020, Cellect Biotechnology Ltd. (the “Company”) announced changes to the agenda of its annual general
meeting, which will take place on November 1, 2020 at the offices of Doron, Tikotzky, Kantor, Gutman, Nass & Amit Gross, at
B.S.R 4 Tower, 33rd Floor, 7 Metsada Street, Bnei Brak, Israel at 2:00 p.m. Israel Standard Time.
On
October 20, 2020, the Company announced further changes to the agenda, as more fully described below.
The
changes to the agenda and proxy materials concern the addition of Proposal 9 to re-elect Ronit Biran to serve as a director of
the Company until the next Annual Meeting and to approve her compensation in accordance with the Israeli Companies Law, including
a grant of options to purchase 9,772 ADSs representing 977,200 ordinary shares of the Company.
In
accordance with the Israeli Companies Law, assuming that at the election of a new external director, all of the members on the
Board of Directors are from one gender, the new elected external director needs to be from the opposite gender. Therefore, due
to the resignation of Sivan Rahamim who served as an external director of the Company (as previously announced on October 13,
2020), in connection with her appointment as Chief Executive Officer of a Fintech based company, all members of the Board of Directors
are from the male gender. Hence, the Company interviewed several director nominees of the female gender, and on October 18, 2020,
the Company’s Compensation Committee and Board of Directors approved to elect Ronit Biran as a new member of the Board of
Directors until the Annual Meeting on which she is being proposed for re-election, as set forth in Exhibit 99.1.
The
Company is providing with this Form 6-K report as exhibits the following documents, revised according to the changes in the agenda:
1.
|
A
second revised copy of the Notice and Proxy Statement with respect to the Company’s Annual General Meeting of Shareholders,
describing the proposals to be voted upon at the meeting, the procedure for voting in person or by proxy at the meeting, and
various other details relating to the meeting, is attached hereto as Exhibit 99.1;
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2.
|
A
second revised form of Proxy Card, whereby holders of ordinary shares of the Company may vote at the meeting without attending
the meeting in person, is attached hereto as Exhibit 99.2; and
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3.
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A
second revised form of Voting Instruction Card, whereby holders of American Depositary Shares of the Company may instruct
Bank of New York Mellon to vote at the meeting, is attached hereto as Exhibit 99.3.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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CELLECT
BIOTECHNOLOGY, LTD.
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By:
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/s/
Eyal Leibovitz
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Name:
|
Eyal
Leibovitz
|
|
Title:
|
Chief
Financial Officer
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|
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Date:
October 20, 2020
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2
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